TECNOPLASTIC S.R.L. SALE CONDITIONS

 

1 ORDERS

 

1.1. The fulfilment of an order, implies the customer's acceptance of the present general sales terms.

 

1.2. Our sales office will undertake to send you an order confirmation. This confirmation will include all the information necessary for the sale, including the delivery date, which is taken to mean the date of departure from our warehouse. The order confirmation will be considered as having been tacitly accepted, unless we receive any notification to the contrary within 3 days. It is in the customer's interest to check that all the details are exact. The Order confirmation that Tecnoplastic S.r.l. will send to the customer is to be considered as being merely a manner of formalizing the contract, following the customers order transmission.

 

1.3. The sale must also be considered regularly concluded:

       a) in the event that the Customer receives from Tecnoplastic S.r.l. written confirmation containing terms different

           from those contained in the Order once two working days have passed from the date of reception of the confirmation

           containing terms different without written contestation being received from the Customer by Tecnoplastic S.r.l.

           within the aforementioned period;

       b) in the absence of written confirmation from Tecnoplastic S.r.l. at the moment in which the Products are delivered

           to the Customer.

 

1.4. The Orders which are regularly accepted by Tecnoplastic may not be cancelled by the Customer without written consent by Tecnoplastic.

 

1.5. Tecnoplastic S.r.l. reserves the right to make modifications to the technical features of the products that it sells, at any time, and is not obliged to inform the client of such modifications. Any material modifications, that do not relate to their essential technical features, even if made after the actual order, will not give the customer the right to revoke its order.

 

1.6. In any case, if after order confirmation the seller becomes aware of protests, confiscations, seizures and events of default in general regarding the purchaser, or if it becomes known that the purchaser is in conditions of financial difficulty, Tecnoplastic may, at its discretion, suspend the contract and collect particular guarantees, or it may resolve the contract for default on the purchaser's part in accordance with Art. 1456 of the Italian civil code, by means of notice to be sent via registered letter with return receipt or telegram.

 

2 PRICES AND PAYMENTS

 

2.1. The order prices which are to be considered as being net of taxes and transportation costs are those indicated in our order confirmation.

 

2.2. The prices on the price list may be modified by use unilaterally at any time without advance notice and with immediate effect, even subsequent to the sending of the order, as a consequence of the trends of changes due to circumstances beyond the control of Tecnoplastic (including but not limited to: an increase in the price of raw materials and cost of labour or changes in exchange rates) or for any other reason. In all other cases the modification will be communicated to the Customer and will be effective on all Orders received by Tecnoplastic beginning from the thirtieth day following the date on which the Customer was notified of the modifications.

 

2.3. The payments must be made within the agreed term and will not be recognized as being valid unless made directly at our offices. Any default on the invoice payment term, and the bank interest matured on the delayed payment will be calculated at 5% above the base rate of BCE (European central Bank).

 

2.4. No discount or rounding off will be recognized unless calculated on the invoice. Any different payment terms and means must be specifically agreed in writing in the order confirmation.

 

2.5. In the event of payment delays which are the fault of the Customer, Tecnoplastic S.r.l. has the right to cancel the agreed sale, simply be sending a registered letter with return receipt. The customer thereby being obliged to return any material received to our offices, delivering the same at its own expense.

 

2.6. In any case Tecnoplastic will maintain ownership of the Products until payment in full of the price of the same. In the event of sales with payment by instalments, until the purchaser has paid the price in full, the goods relative to the supply will remain the property of the seller and may be claimed by the same wherever they may be, even if joined or incorporated with goods which are the property of the purchaser or third parties in accordance with and by the effects of Art. 1523 and following of the Italian civil code. During the aforementioned period the purchaser assumes the obligations and responsibilities of custody over the items supplied and may not sell, loan, move, allow these items to be confiscated or seized without stating the ownership of the seller and without giving immediate notice to the same via registered letter with return receipt.

 

2.7.Any complaints and exceptions in relation to the goods supplies, or in relation to the guarantee, will in no way give the customer the right to suspend payments or modify the agreed terms. Defaulting buyers in relation to the payments will not have the right to enforce any complaints or exceptions in relation to the goods supplied, so that any relative judicial claims will be void.

 

3. CONSIGNMENTS AND DELIVERIES

 

3.1. Unless different agreements are made on the order confirmation, the goods will usually be delivered ex works.

 

3.2. When the purchaser does not specify, in a timely manner, the shipping method, this will be chosen by the shipper

without any responsibility on the part of the seller.

 

3.3. The delivery terms are to be considered as being for reference only. Delivery delays as the result of force majeure, or due to circumstances over which we have no control, as for example, strikes (whether they occur in our own company or the manufacturing company), supplier delivery delays, the suspension or interruption of production, transport problems, will not give the customer the right to either cancel the order to make any damage compensation claims.

 

3.4. Our company may make partial deliveries of the goods ordered, which may be staggered over time, but for which the total delivery time corresponds to that requested.

 

3.5. On consignment of goods to a forwarder or carrier all risks relative to the goods sold, will become the responsibility of the customer, that will undertake to make any damage compensation claims to the same in the event of any delays in the receipt of the goods, or the destruction or damage of the material that may have occurred in transit.

 

3.6. Any shipment made by the purchaser for goods in dispute, to be replaced for previously authorised exchange, must be done free port to the seller's establishment or, should that not be the case, the seller will have the right to refuse receipt with exoneration from any responsibility whatsoever.

 

4. COMPLAINTS

 

4.1. Complaints made after 7 days from the date of goods receipt will not be accepted, neither will returns, or any carriage free returns be accepted unless they have been authorized in advance.

 

4.2. Any complaints made for any defects or faults with the supply are to be sent in writing, within 7 days of goods receipt. We will not accept any returned goods, unless we provide prior written authorization.

 

5. GUARANTEES

 

5.1. Except in the case of different written agreement between the parties, Tecnoplastic guarantees that the Products are without flaws/defects (with the exception of those parts of the Products which are not manufactured by Tecnoplastic) and that they are covered under warranty for material or processing defects for a period of 24 months beginning from the delivery date of the same to the Customer.

 

5.2. The warranty will not be valid in reference to those products with defects due to:

       a) damage caused during transport;

       b) negligent or improper use of the same (including incorrect choice of product, exceeding the prescribed limit

           operation values, use of the material with fluids having characteristics different than those prescribed or in the

           presence of solid bodies in suspension in quantities greater than those which may be allowed, use of inadequate or

           poorly adjusted protection or electrical power lines);

       c) failure to observe the technical prescriptions and service instructions relative to operation, maintenance,

           installation and conservation of the products provided by Tecnoplastic with the products themselves (this is also

           with reference to parts damaged due to incorrect connection, electrical or hydraulic connection not in conformity

           with the current standard requirements, regulations and laws, normal wear and tear, galvanic currents and chemical

           corrosion);

       d) tampering, repair or modifications made by the Customer or third party subjects without prior written authorisation

           from Tecnoplastic;

       e) damage caused by alterations stemming from environmental or climatic conditions, or of another nature which can

           in any case not be attributed to factory defects.

 

5.3. Warranty service is subordinate to the fact that the requesting customer has in any case complied punctually with all obligations.

 

5.4. The material supplied must be sent to Tecnoplastic S.r.l. together with a copy of the fiscal documents, that prove the purchase of the product, and which clearly and specifically states the product for which guarantee application is required. Should it not be possible to clearly identify the product for which guarantee application is required, the guarantee period will be taken to be a period of 30 months from the date of production as indicated on the product's identification plate.

 

5.5. Assuming that the Customer's claim is covered under warranty and reported within the terms set forth in this article, Tecnoplastic undertakes, at its sole discretion, to replace or repair each product or the parts thereof which manifest flaws or defects, free of charge and in as little time as possible.

 

5.6. The repair operations undertaken under guarantee may be undertaken by the Tecnoplastic S.r.l. factory or in any other workshop indicted by Tecnoplastic S.r.l. at the time of defect notification, that will undertake either repair or replacement operations, before then re- despatching the material to the customer.

 

5.7. For repair the goods must be sent carriage free and will be re-delivered carriage forward.

 

5.8. The costs involved in the dismantling and the re-assembly of the products from their installation site will be at the customer's expense.

 

5.9. Should the customer require that the material under guarantee be repaired at the installation site, the respective means will be agreed with Tecnoplastic S.r.l. each time according to the time of product involved and the intervention site.

 

5.10. The costs involved in organizing the technical equipment in order to censure safe operations will be at the customer's expense, which may be required in order to ensure the success of the repairs at the installation site of the product, together with assisting labour which must be promptly placed at the disposal of Tecnoplastic S.r.l. personnel.

 

5.11. In any event no damage claim, of either a direct or in direct nature, may be made to Tecnoplastic S.r.l. relative to defects that are covered by the guarantee.

 

5.12.   The Customer must report to Tecnoplastic in writing and in such a way as to attest to receipt of the claim, the presence of flaws or defects within 8 days of delivery of the Products in case of clear flaws or defects or within 8 days of discovering flaws or defects which are hidden or undetectable to the average eye.

 

5.13.   The products reported must be immediately sent to the Tecnoplastic plant or, in any location that Tecnoplastic indicates on each occasion, at the cost and expense of the Customer except in case of a different agreement between the parties (which must in any case be formalised in writing) in order to allow Tecnoplastic to carry out the necessary controls. The warranty does not cover damage and/or defects to the products stemming from anomalies caused by or connected to parts assembled/added by the customer or the end user.

 

5.14.   In any case the customer has no right to warranty if the price of the products was not paid within the agreed terms and conditions, even if failure to pay the price at the agreed terms and conditions refers to products different from those for which the customer intends  to have serviced under warranty.

 

5.15.   Tecnoplastic does not recognise any warranty regarding the conformity of the products to standards and regulations of countries which do not fall under or belong to the European Union. No other warranty, expressed or implicit such as, but not limited to, guarantee of good functionality or suitable for a specific scope, is granted with reference to the products.

 

5.16. Without prejudice to the indication in the previous Art. 5.15 and except in case of fraud or gross negligence, Tecnoplastic will not be liable for any damage stemming from and connected to flaws in the product. In any case, Tecnoplastic will not be held liable for indirect or consequential damages of any nature such as, but not limited to, losses stemming from customer down time or lost earnings.

 

5.17. In the event that an identical defect in a product occurs repeatedly and is attributable to the same cause during the 24 month period following delivery of the product to the end customer and, in any case, not longer than 24 months from delivery to the Customer, Tecnoplastic will reimburse, within the limits pursuant to the following Art. 5.18, all direct damages suffered by the customer and appropriately documented in relation to a market recall campaign of the defective products, and any other additional cost relative to the distribution and replacement of the products at the condition that the customer is reasonably committed to limiting the losses which Tecnoplastic may have suffered. The customer will follow the instructions from Tecnoplastic for withdrawal of the products from the market.

 

5.18. In any case, the customer's right to compensation for damages will be limited to a maximum amount equal to the value

of the defective or flawed products.

 

6. EXCLUSION OF RESPONSIBILITY

 

6.1. Tecnoplastic S.r.l. will not assume responsibility, either specific or implied, concerning either the sales potential of the product sold or its suitability for specific purposes.

 

6.2. Tecnoplastic S.r.l. cannot in any way be held responsible for the death of any person, or for any loss, injury or damage to either persons or property as the result of the use of the products in applications which may include, by way of example only and in no way exhaustive, either military appliances or relative to military uses, traffic control appliances, accident prevention applications and medical appliances or relative to medical uses.

 

6.3. The entire responsibility of Tecnoplastic S.r.l. in accordance with the terms of the present or other guarantees, either specific or implicit, is limited to the repair, replacement or reimbursement of the product.

 

7. INTELLECTUAL PROPERTY RIGHTS

 

7.1.Intellectual property rights are the total and exclusive property of Tecnoplastic and their communication or use in the area of these Sales Terms and Conditions does not create any right or claim in relation to them on the part of the customer. The customer undertakes not to perform any act incompatible with the ownership of Intellectual Property Rights.

 

7.2.The customer declares that:

       a) Tecnoplastic is the exclusive owner of the Brands;

       b) he or she will abstain from use of registered trademarks similar or liable to be confused with the Brands;

       c) he or she will utilise the Brands exclusively in observance of the instructions from Tecnoplastic and exclusively for

           the purposes indicated in these Terms and Conditions of Sale.

 

8. EXPRESS RESOLUTORY CLAUSE

 

8.1. Tecnoplastic will have the right to resolve, in accordance with and by the effects of Art. 1456 of the Italian Civil Code, the individual sale at any time by means of written notice to be sent to the customer in case of failure to fulfil the obligations set forth in articles: 1 (Orders); 2 (Prices and Payments); 7 (Intellectual Property Rights).

 

8.2. In particular, non-payment of two instalments (where deferred payment is agreed upon with the customer) even if not consecutive, of the price agreed upon at the established deadlines, implies for the purchaser a default of the benefits of the terms and Tecnoplastic may act to obtain the difference of the price still due or resolution of the contract in accordance with Art. 1456 of the Italian civil code, by means of registered letter with return receipt. In the second situation, the purchaser must immediately return the goods and must pay a penalty of €50.00 daily for each day which this return is delayed. This is without prejudice to sue for larger damages. The seller may also withhold the instalments already paid as indemnity without prejudice to the greater damages suffered.

 

8.3. Tecnoplastic will also have the right to suspend fulfilment of the obligations stemming from the sale of the products based on Art. 1461 of the Italian Civil Code in the event in which the equity conditions of the customer become such to place fulfilment of the counter-service in serious danger unless suitable guarantee is provided.

 

9. TRANSFER OF CREDIT

 

9.1. The customer declares to accept as of now, in accordance with and by the effects of Art. 1264 of the Italian Civil Code, any transfer of credit claimed by the seller against any third party, expressly exonerating the seller from any other burden of notification, except for confirmation of transfer by means of registered letter with return receipt.

 

10. RESOLUTION OF CONTROVERSIES AND JURISDICTION

 

10.1.   The customer and Tecnoplastic S.r.l. undertake to negotiate in good faith any and all controversy relative to performance, resolution and interpretation of this contract.

 

10.2.   Each party may initiate negotiation by sending the counter party written notice indicating the subject of the controversy and the compensation requested. The counter party must respond in writing indicating his position regarding to the controversy and the proposal for its resolution. Should the controversy not be resolved through this exchange of letters, the representatives of the parties with power to reach an agreement regarding the controversy will meet at the administrative office of Tecnoplastic S.r.l. on a mutually decided date in order to negotiate the amicable solution to the controversy.

 

10.3.   Should the controversy not be resolved within the term of [90] days from the beginning of the negotiation procedure, the controversy will be resolved in conformity with the reconciliation regulation of the Chamber of Commerce and Industry of Padua.

 

10.4.   In case of negative results of the attempt to reconcile, the controversy will be definitively resolved exclusively by the Court of Padua.

 

11. APPLICABLE LAWS

 

11.1. This contract is regulated by Italian law.